ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Howell County,
State of Missouri.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation's principal
office may be changed by amendment of these Bylaws. The Board of Directors
may change the principal office from one location to another within the
named county by noting the changed address and effective date below, and
such changes of address shall not be deemed, nor require, an amendment of
these Bylaws:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or
without its state of incorporation, where it is qualified to do business,
as its business and activities may require, and as the board of directors
may, from time to time, designate.
ARTICLE 2
NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
The corporation is organized exclusively for charitable, educational,
religious, or scientific purposes within the meaning of Section 501 (c)
(3) of the Internal Revenue Code. No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to, its
members, directors, officers, or other private persons except that the
corporation shall be authorized and empowered to pay reason able
compensation for services rendered. No substantial part of the activities
of the corporation shall be the carrying on of propaganda or otherwise
attempting to influence legislation and the corporation shall not
participate in or intervene (including the publishing or distribution of
statements ) in any political campaign on
behalf of any candidate for public office. Notwithstanding any other
provisions of these articles, the corporation shall not carry on any other
activities not permitted to be carried on, (a), by a corporation exempt
from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue
Code of 1954 ( or the corresponding provision of any future United States
Internal Revenue Law ), or, (b) ,by a corporation, contributions to which
are deductible under Section 170 (c) (2) of the Internal Revenue Code of
1954 ( or corresponding provision of any future United States Internal
Revenue Law ).
Section 2. SPECIFIC OBJECTIVES AND PURPOSES
The National Audio Theatre Festivals, Inc., Inc. exists to engage in or transact
any lawful business for which a nonprofit corporation may be organized
under the Nonprofit Corporation Law of Missouri and to foster the further
development of audio theatre for any media and to facilitate the training
of audio professionals for a broad range of industry environments
nationally and internationally. These goals are realized through the
creation of educational programs, materials and events (such as, but not
limited to, festivals open to the public) in audio theatre, the
commissioning and creation of new works, fund raising, distribution through
any media outlets including, but not limited to, public broadcast,
strategic partnerships, and other activities which contribute to the
further growth of this art form.
ARTICLE 3.
MEMBERSHIP
SECTION 1. ELIGIBILITY
Any person or organization who has an interest in the goals of the National
Audio Theatre Festivals, Inc. shall be eligible for membership. Each
member (See SECTION 2) shall be entitled to vote in the annual election of
the NATF board.
SECTION 2. CATEGORIES OF MEMBERSHIP
There shall be three categories of of dues-paying membership:
a. Individual Membership - shall be open to individuals only.
b. Organization Members - shall be open to organizations providing
radio/audio programs and services (including but not limited to,
production, presentation, research, distribution, exhibition, or
education).
c. Affiliate Membership - shall be open to all other organizations,
foundations, and corporations who are interested in the field of
radio/audio production.
d. It shall be at the sole discretion of the Board whether
organizations are eligible for Organizational membership. Any organization
applying shall be eligible for affiliate membership. The term "voting
members" shall refer to Organization and Individual members only.
e. Each organization member shall designate one (1) individual as
its Representative to act of it and on its behalf with respect to all
matters pertaining to NATF and one (1) Alternate who shall act in the event
of the Representative's absence or incapacity. The member's designation of
its Representative shall be by written notification to the Secretary of
NATF, and shall be effective until superseded by a further written
notification.
Section 2. Dues
a. Annual dues will be recommended by the Executive Council and approved
by the Board.
b. The Board shall have authority to impose, change, or waive part or all
of dues requirements for members by a simple majority vote.
Section 3. MEMBERSHIP APPLICATION
Membership shall be automatically conferred upon payment of dues and shall
be processed through the office of the executive director of NATF.
SECTION 4. TERMINATION OF MEMBERSHIP
a. Withdrawal of membership shall be automatic upon nonpayment of
dues, and may also be accomplished by a letter of resignation written to
the Board.
b. Members also may be asked to resign by a vote of more than
two-thirds (2/3) of the Board of Directors, ratified by a majority vote of
the membership. The polling of the membership shall be done within 60 days
of the Board's vote.
ARTICLE 4.
DIRECTORS
SECTION 1. NUMBER
The corporation shall consist of not fewer than eight (8) directors and no
more than fifteen (15) directors and collectively they shall be known as
the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state.
SECTION 3. POWERS
Subject to the provisions of the laws of this state and any limitations in
the Articles of Incorporation and these Bylaws relating to action required
or permitted to be taken or approved by the members, if any, of this
corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the
direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation, if
any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to
assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation, and
notices of meetings mailed or telegraphed to them at such addresses shall
be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of three years and until his
or her successor is elected and qualifies. A director may serve more than
one term.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee
may be paid to directors for attending regular and special meetings of the
board. In addition, they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties.
SECTION 7. ELECTION OF THE BOARD OF DIRECTORS
(a) At the first regular meeting of the fiscal year, directors shall be
elected by the members in good standing of the Festival. Voting for the
election of directors shall be by written ballot (either by mail or email).
Each member shall cast one vote per candidate, and may vote for as many
candidates as the number of candidates to be elected to the board. The
candidates receiving the highest number of votes up to the number of
directors to be elected shall be elected to serve on the Board.
Nominations for candidates for the Board shall be made at the last meeting
of the year. Ballots listing the candidates and the option of write-ins
shall be mailed out by the secretary at least 1 month before the regular
meeting, and shall be counted at the regular meeting. The ballots must
arrive at the secretary's office by noon before the date of the regular
meeting.
(b) New directors will take office, as of the next meeting.
SECTION 8. PLACE OF MEETINGS
Meetings shall be held by teleconference or at the principal office of the
corporation unless otherwise provided by the board or at such other place
as may be designated from time to time by resolution of the Board of
Directors.
SECTION 9. REGULAR MEETINGS
Regular meetings of Directors shall be held at least quarterly on a dates
chosen and approved by the Board at the prior Board meeting.
SECTION 10. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chairperson of the Board, the President, the Vice-President, the Secretary,
by any two directors, or, if different, by the persons specifically
authorized under the laws of this state to call special meetings of the
board. Such meetings shall be held at the principal office of the
corporation or, if different, at the place designated by the person or
persons calling the special meeting.
SECTION 11. NOTICE OF MEETINGS
At least one week prior notice shall be given by the Secretary of the
corporation to each director of each special meeting of the board. Such
notice may be oral or written, may be given personally, by first class
mail, by telephone, or by facsimile machine, and shall state the place,
date and time of the meeting and the matters proposed to be acted upon at
the meeting.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of 50% of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions of law, no business shall be considered by the board
at any meeting at which the required quorum is not present, and the only
motion which the Chair shall entertain at such meeting is a motion to
adjourn.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the Board
of Directors, unless the Articles of Incorporation, these Bylaws, or
provisions of law require a greater percentage or different voting rules
for approval of a matter by the board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the
Chairperson of the Board, or, if no such person has been so designated or,
in his or her absence, the President of the corporation or, in his or her
absence, by the Vice President of the corporation or, in the absence of
each of these persons, by a Chairperson chosen by a majority of the
directors present at the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the board, provided that, in his or her
absence, the presiding officer shall appoint another person to act as
Secretary of the Meeting.
Meetings shall be governed by "Robert's Rules of Order," insofar as such
rules are not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
SECTION 15. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death,
resignation or removal of any director, and (2) whenever the number of
authorized directors is increased.
Any director may resign effective upon giving written notice to the
Chairperson of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the effectiveness
of such resignation. No director may resign if the corporation would then
be left without a duly elected director or directors in charge of its
affairs, except upon notice to the Office of the Attorney General or other
appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted
by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws
or provisions of law, vacancies on the board may be filled by approval of
the board of directors. If the number of directors then in office is less
than a quorum, a vacancy on the board may be filled by approval of a
majority of the directors then in office or by a sole remaining director. A
person elected to fill a vacancy on the board shall hold office until the
next election of the Board of Directors or until his or her death,
resignation or removal from office.
SECTION 16. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation.
SECTION 17.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state.
SECTION 18. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of
Directors may adopt a resolution authorizing the purchase and maintenance
of insurance on behalf of any agent of the corporation (including a
director, officer, employee or other agent of the corporation) against
liabilities asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such, whether or not the corporation
would have the power to indemnify the agent against such liability under
the Articles of Incorporation, these Bylaws or provisions of law.
SECTION 19. FISCAL YEAR
The official year and fiscal year shall be July 1 through June 30.
ARTICLE 5
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a
Secretary, and a Treasurer. The corporation may also have a Chairperson of
the Board, one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers, and other such officers with such titles as may be determined
from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any person may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, at any time, and each
officer shall hold office until he or she resigns or is removed or is
otherwise disqualified to serve, or until his or her successor shall be
elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of
Directors, at any time. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or Secretary
of the corporation. Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. The above provisions of this Section
shall be superseded by any conflicting terms of a contract which has been
approved or ratified by the Board of Directors relating to the employment
of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board of Directors. In
the event of a vacancy in any office other than that of President, such
vacancy may be filled temporarily by appointment by the President until
such time as the Board shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the board may or may not
be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, supervise and
control the affairs of the corporation and the activities of the officers.
He or she shall perform all duties incident to his or her office and such
other duties as may be required by law, by the Articles of Incorporation,
or by these Bylaws, or which may be prescribed from time to time by the
Board of Directors. Unless another person is specifically appointed as
Chairperson of the Board of Directors, the President shall preside at all
meetings of the Board of Directors and, if this corporation has members, at
all meetings of the members. Except as otherwise expressly provided by law,
by the Articles of Incorporation, or by these Bylaws, he or she shall, in
the name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to time be
authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability
or refusal to act, the Vice President shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject
to all the restrictions on, the President. The Vice President shall have
other powers and perform such other duties as may be prescribed by law, by
the Articles of Incorporation, or by these Bylaws, or as may be prescribed
by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original,
or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as
the board may determine, a book of minutes of all meetings of the
directors, and, if applicable, meetings of committees of directors and of
members, recording therein the time and place of holding, whether regular
or special, how called, how notice thereof was given, the names of those
present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law.
Be custodian of the records of the corporation and affix as authorized by
law or the provisions of these Bylaws, to duly executed documents of the
corporation.
Keep a membership book containing the name and address of each and any
members, and, in the case where any membership has been terminated, he or
she shall record such fact in the membership book together with the date on
which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to
his or her agent or attorney, on request therefor, the Bylaws, the
membership book, and the minutes of the proceedings of the directors of the
corporation.
In general, perform all duties incident to the office of Secretary and
such other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name of
the corporation in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation
from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers for such
disbursements.
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records
to any director of the corporation, or to his or her agent or attorney, on
request therefor.
Render to the President and directors, whenever requested, an account of
any or all of his or her transactions as Treasurer and of the financial
condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and
such other duties as may be required by law, by the Articles of
Incorporation of the corporation, or by these Bylaws, or which may be
assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by
resolution of the Board of Directors. In all cases, any salaries received
by officers of this corporation shall be reasonable and given in return for
services actually rendered to or for the corporation.
ARTICLE 6
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members, designate
an Executive Committee consisting of five (5) board members and may
delegate to such committee the powers and authority of the board in the
management of the business and affairs of the corporation, to the extent
permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the board may at any time revoke or
modify any or all of the Executive Committee authority so delegated,
increase or decrease but not below two (2) the number of the members of the
Executive Committee, and fill vacancies on the Executive Committee from the
members of the board. The Executive Committee shall keep regular minutes of
its proceedings, cause them to be filed with the corporate records, and
report the same to the board from time to time as the board may require.
SECTION 3. STANDING COMMITTEES
The standing committees of the Board shall consist of the following:
Membership and Governance, Finance and Fundraising, Publicity and
Marketing, and Programming. The convenors and members of each committee
will be appointed by the chairperson of the Board in consultation with the
entire Board. These committees may include persons who are not members of
the Board.
SECTION 4: Advisory Board -- The Board of Directors may appoint an
Advisory Board consisting of distinguished persons whose abilities,
experience, and expressed support for NATF will help the organization
achieve its goals, in the opinion of the Board. AB members may be
nominated by any BD member. Written consent to serve on the AB must be
obtained from the nominee, and the Membership Committee will be responsible
for seeking such consent, as may be necessary. After written consent has
been obtained, the nominee may be elected by simple majority vote at any BD
meeting.
SECTION 5. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time
be designated by resolution of the Board of Directors. These committees may
consist of persons who are not also members of the board and shall act in
an advisory capacity to the board.
SECTION 6. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and
taken in accordance with the provisions of these Bylaws concerning meetings
of the Board of Directors, with such changes in the context of such Bylaw
provisions as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time for regular
and special meetings of committees may be fixed by resolution of the Board
of Directors or by the committee. The Board of Directors may also adopt
rules and regulations pertaining to the conduct of meetings of committees
to the extent that such rules and regulations are not inconsistent with the
provisions of these Bylaws.
ARTICLE 7
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may
by resolution authorize any officer or agent of the corporation to enter
into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined
to specific instances. Unless so authorized, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract
or engagement or to pledge its credit or to render it liable monetarily for
any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of
Directors, or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of indebtedness
of the corporation shall be signed by the Treasurer and countersigned by
the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the nonprofit purposes of this
corporation.
ARTICLE 8
CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors, committees of the board and, if
this corporation has members, of all meetings of members, indicating the
time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the
proceedings thereof;
(b) Adequate and correct books and records of account, including accounts
of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses
and, if applicable, the class of membership held by each member and the
termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members, if any,
of the corporation at all reasonable times during office hours.
SECTION 2. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and shall have such
other rights to inspect the books, records and properties of this
corporation as may be required under the Articles of Incorporation, other
provisions of these Bylaws, and provisions of law. Members of the Festival
are accorded these same rights.
SECTION 3. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to
be prepared and delivered to an office of this state or to the members, if
any, of this corporation, to be so prepared and delivered within the time
limits set by law.
ARTICLE 9
IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation
[except as otherwise provided by Section 501(h) of the Internal Revenue
Code], and this corporation shall not participate in, or intervene in
(including the publishing or distribution of statements), any political
campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation
shall not carry on any activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit
of, or be distributable to, its members, directors or trustees, officers,
or other private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes of this
corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of the corporation , the Board of Directors shall,
after paying or making provisions for the payment of all of the
liabilities of the corporation, dispose of all the assets of the
corporation exclusively for the purposes of the corporation in such
manner, or to such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization or
organizations under Section 501 (c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of the future United States
Internal Revenue Law ), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Circuit
Court of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and
operated exclusively for such purposes.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as
described in Section 509(a) of the Internal Revenue Code, the corporation
1) shall distribute its income for said period at such time and manner as
not to subject it to tax under Section 4942 of the Internal Revenue Code;
2) shall not engage in any act of self-dealing as defined in Section
4941(d) of the Internal Revenue Code; 3) shall not retain any excess
business holdings as defined in Section 4943(c) of the Internal Revenue
Code; 4) shall not make any investments in such manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code; and 5)
shall not make any taxable expenditures as defined in Section 4945(d) of
the Internal Revenue Code.
ARTICLE 10
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this corporation to adopt,
amend or repeal the Bylaws of this corporation and except as may otherwise
be specified under provisions of law, these Bylaws, or any of them, may be
altered, amended, or repealed and new Bylaws adopted by approval of the
Board of Directors.
ARTICLE 11
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation of this corporation, the provisions of the
Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions and
portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be
to the Articles of Incorporation, Articles of Organization, Certificate of
Incorporation, Organizational Charter, Corporate Charter, or other founding
document of this corporation filed with an officeof this state and used to
establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal
Revenue Code shall be to such sections of the Internal Revenue Code of 1986
as amended from time to time, or to corresponding provisions of any future
federal tax code.